FIRST AMENDMENT/CONSENT TO FIRST LIEN CREDIT AGRMT



 





Exhibit 4.5



TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

FIRST AMENDMENT AND CONSENT TO

FIRST LIEN CREDIT AGREEMENT




          This FIRST AMENDMENT AND CONSENT, dated as of July 1, 2004 (this “First
Amendment and Consent”), is entered into by and among TRANSPORTATION
TECHNOLOGIES INDUSTRIES, INC., a Delaware corporation (the “Company”), the Loan
Parties, the Lenders party hereto, and CREDIT SUISSE FIRST BOSTON (“CSFB”), as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), as a joint lead arranger (in such capacity, a “Joint Lead Arranger”),
and as collateral agent (in such capacity, the “Collateral Agent"), and is made
with reference to that certain First Lien Credit Agreement dated as of March
16, 2004 (the “Credit Agreement”) and entered into by and among Company, the
Lenders party thereto, Lehman Brothers Inc., as joint bookrunner and joint lead
arranger, Lehman Commercial Paper Inc., as co-syndication agent, Wachovia
Capital Markets, LLC, as joint bookrunner, joint lead arranger, and
co-syndication agent and CSFB, as administrative agent, joint bookrunner, joint
lead arranger, and collateral agent. Capitalized terms used herein not
otherwise defined herein or otherwise amended hereby shall have the meanings
ascribed thereto in the Credit Agreement.



RECITALS:




          WHEREAS, the Company desires to issue common stock in a public offering
providing Equity Proceeds (the “IPO Proceeds”) to the Company of not less than
$100,000,000 (the “IPO”);



          WHEREAS, Section 2.4B(iii)(c) of the Credit Agreement requires 50% of such
IPO Proceeds to be applied to prepay Loans;



          WHEREAS, the Company intends to utilize the IPO Proceeds, together with
the proceeds of a Debt Issuance (as defined below) consummated substantially
concurrently therewith, to (i) redeem Exchange Notes and to pay accrued and
unpaid interest thereon and the related redemption premium (the redemption of
Exchange Notes and payment of accrued and unpaid interest and redemption
premium together, the “Redemption”); (ii) redeem the Company’s Series E
Preferred Stock and pay accrued and unpaid dividends and the redemption premium
required in connection with such redemption; and (iii) pay a fee (the
"Termination Fee”) in an aggregate amount not to exceed $3,500,000 to certain
holders of capital stock of the Company (or their affiliates or designees) in
connection with the termination of the Amended and Restated Monitoring Services
Agreement dated as of May 17, 2004 among the Company and the Transportation
Investment Partners, L.L.C., Caravelle Investment Fund, L.L.C., Albion Alliance
Mezzanine Fund, L.P., Albion Alliance Mezzanine Fund II, L.P. and Trimaran Fund
Management, L.L.C. and Albion Alliance LLC (collectively, the “Monitors”);



          WHEREAS, the Company intends to exchange all of its Series A Preferred
Stock, its Series C Preferred Stock and its Series D Preferred Stock for shares
of common stock of the Company;



 









 





          WHEREAS, the Company desires to amend the Second Lien Credit Agreement to
permit additional borrowings from time to time subject to compliance with
limitations set forth in Section 7.1(ix) of the Credit Agreement and subject to
a senior leverage test set forth in Section 2.4B(iii)(b) of the Credit
Agreement (in each case, as amended by this First Amendment and Consent) (each
such issuance, a “Debt Issuance”);



          WHEREAS, Company has requested certain amendments to the Credit Agreement
to (i) permit the Company to apply the portion of the IPO Proceeds that would
otherwise be required to prepay the Loans towards the Redemption, (ii) permit
the Company to exchange its Series A Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock for share of common stock of the Company, (iii)
permit the Company to make the proposed amendments to the Second Lien Credit
Agreement and (iv) permit additional conduct as described below in this First
Amendment and Consent; and



          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:


SECTION 1. AMENDMENTS TO CREDIT AGREEMENT




     A. Amendment to Section 1: Definitions.



          (i) Section 1.1 of the Credit Agreement is hereby amended by adding the
following definitions in proper alphabetical order:




     “Amended and Restated Monitoring Agreement” means that amended and
restated monitoring services agreement dated as of May 17, 2004 by and
among Transportation Investment Partners, L.L.C., Caravelle Investment
Fund, L.L.C., Albion Alliance Mezzanine Fund, L.P., Albion Alliance
Mezzanine Fund II, L.P., Trimaran Fund Management, L.L.C., Albion
Alliance, LLC and the Company (collectively, the “Monitors”).




     “IPO” means the issuance by the Company of common stock in a public
offering providing Equity Proceeds to the Company of not less than
$100,000,000.



          (ii) Section 1.1 of the Credit Agreement is hereby amended by substituting
the following new definition of Consolidated EBITDA for the definition
contained therein:




     “Consolidated EBITDA” means, for any period, Consolidated Net Income
for such period plus, to the extent deducted in computing such
Consolidated Net Income, the sum of, without duplication, (a) income tax
expense, (b) interest expense, amortization or write-off of debt discount
and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense, (d) costs and expenses incurred in
connection with the Transaction, (e) deferred directors’ fees, (f)
management bonuses related to the Preferred Stock paid in connection with
the Transaction, (g) fees paid to accountants and tax advisors in
connection with any tax refund received by the Company and the re-audit
of the Company’s 2001 audited financial statements, in an aggregate
amount not to exceed $1,000,000, (h) any non-cash charges or non-cash
losses (including, without limitation, resulting from the issuance of
stock options or restricted stock), (i) up to $3,500,000 related to the
severance



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payments made to the person who was Chief Executive Officer of the
Company immediately prior to the IPO, (j) up to $3,500,000 in cash
expenses related to the termination of the Amended and Restated
Monitoring Services Agreement, (k) amounts up to $700,000 paid or accrued
during such period under the Amended and Restated Monitoring Agreement
and predecessor agreements, (l) compensation expense up to $926,000
related to the current Chief Executive Officer of the Company, and (m)
expenses related to the IPO and minus, to the extent added in computing
such Consolidated Net Income, (i) any interest income and (ii) any
non-cash gains, all as determined on a consolidated basis with respect to
the Company and its Subsidiaries in accordance with GAAP.
Notwithstanding the foregoing, for purposes of determining compliance
with the relevant provisions of subsection 7.6, “Consolidated EBITDA”
shall be determined on a Pro Forma Basis for each period of four
consecutive Fiscal Quarters during which a Permitted Acquisition shall
have occurred, giving effect to such Permitted Acquisition as if it
occurred on the first day of the relevant period, and such computations
shall be set forth on a certificate as described in subsection 6.1(iv).



     B. Amendment to Section 2: Amounts and Terms of Commitments and
Loans.



          (i) Section 2.4 of the Credit Agreement is hereby amended by adding the
following sentence at the conclusion of subsection 2.4B(iii)(b):




     “(ii) Notwithstanding anything to the contrary above,
immediately upon receipt of any proceeds of Indebtedness incurred
pursuant to the proviso at the conclusion of subsection 7.1(ix) of
this Agreement, (x) to the extent that the ratio of Senior Secured
Debt to Consolidated EBITDA for the most recently ended four
Fiscal Quarters for which financial statements have been delivered
in accordance with Section 6.1 of the Credit Agreement (calculated
on a Pro Forma Basis after giving effect to the incurrence of
Indebtedness contemplated in this sentence) is greater than
4.5:1.0, the Company shall prepay Loans (and associated accrued
interest and prepayment fees, if any) outstanding immediately
prior to the incurrence of such Indebtedness, in an amount equal
to lesser of the amount of such proceeds and the amount necessary
so that the ratio of Senior Secured Debt to Consolidated EBITDA
for the most recently ended four Fiscal Quarters for which
financial statements have been delivered in accordance with
Section 6.1 of the Credit Agreement (calculated on a Pro Forma
Basis after giving effect to the incurrence and prepayment of
Indebtedness contemplated in this sentence) is less than or equal
to 4.5:1.0 and (y) to the extent that the ratio of Senior Secured
Debt to Consolidated EBITDA for the most recently ended four
Fiscal Quarters for which financial statements have been delivered
in accordance with Section 6.1 of the Credit Agreement (calculated
on a Pro Forma Basis after giving effect to the incurrence and
prepayment of Indebtedness contemplated in this sentence) is less
than or equal to 4.5:1.0, the Company shall utilize such proceeds
to redeem outstanding Exchange Notes, if any; provided that to the
extent that no Exchange Notes are outstanding, the Company shall
prepay Loans outstanding in an amount equal to the amount of such
proceeds. In the event of the incurrence of any Indebtedness
pursuant to the immediately preceding sentence after the Closing
Date but prior to the date on which the Company has delivered
financial statements in



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respect of the four Fiscal Quarters ended June 30, 2004, the
amount of Consolidated EBITDA for such period shall be as
determined in good faith by the Company and pursuant to
methodology reasonably satisfactory to the Administrative Agent
and set forth in an officer’s certificate delivered to the
Administrative Agent prior to the time of such additional
incurrence.”



          (ii) Section 2.4 of the Credit Agreement is hereby amended by substituting
a “,” for the “or” immediately prior to clause (y) of the proviso at the
conclusion of subsection 2.4B(iii)(c), and inserting the following clause (z)
before the “.”:




“or (z) to the extent such Equity Proceeds are used to redeem
outstanding Exchange Notes and to pay any required redemption
premium, accrued but unpaid interest thereon and other associated
costs and expenses in connection therewith”



          (iii) Section 2.4 of the Credit Agreement is hereby amended by adding the
following subsection 2.4C(iv):




     “(iv) Anything contained herein to the contrary
notwithstanding, in the event Company is required to make any
mandatory prepayment (a “Waivable Mandatory Prepayment”) of the
Term Loans, not less than three Business Days prior to the date
(the “Required Prepayment Date”) on which the Company is required
to make such Waivable Mandatory Prepayment, the Company shall
notify the Administrative Agent of the amount of such prepayment,
and the Administrative Agent will promptly thereafter notify each
Lender holding an outstanding Term Loan of the amount of such
Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and
such Lender’s option to refuse such amount. Each such Lender may
exercise such option by giving written notice to the Company and
the Administrative Agent of its election to do so on or before the
first Business Day prior to the Required Prepayment Date (it being
understood that any Lender which does not notify the Company and
the Administrative Agent of its election to exercise such option
on or before the first Business Day prior to the Required
Prepayment Date shall be deemed to have elected, as of such date,
not to exercise such option). On the Required Prepayment Date,
the Company shall pay to the Administrative Agent the amount of
the Waivable Mandatory Prepayment, which amount shall be applied
(i) in an amount equal to that portion of the Waivable Mandatory
Prepayment payable to those Lenders that have elected not to
exercise such option, to prepay the Term Loans of such Lenders
(which prepayment shall be applied to the scheduled installments
of principal of the Term Loans in accordance with Section
2.4C(ii), and (ii) in an amount equal to that portion of the
Waivable Mandatory Prepayment otherwise payable to those Lenders
that have elected to exercise such option, to prepay the loans
under the Second Lien Credit Agreement to the extent required to
be used to make prepayments thereunder.”



     C. Amendment to Section 7: Negative Covenants.



          (i) Section 7.1 of the Credit Agreement is hereby amended by adding the
following proviso at the conclusion of subsection 7.1(ix):



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“; provided that the amount of Indebtedness the Company and its
Subsidiaries may become and remain liable for pursuant to this
subsection 7.1(ix) may be increased to the extent the proceeds of
such Indebtedness are utilized in accordance with subsection
2.4B(iii)(b) of this Agreement”



          (ii) Section 7.5 is hereby amended by adding the following to the
conclusion of subsection 7.5:




“Notwithstanding anything to the contrary in subsection 7.5(iv),
in the event that the Company receives Equity Proceeds from the
IPO in an aggregate amount not less than $100,000,000, the Company
may pay to the Monitors a one-time fee in an aggregate of
$3,500,000; provided that the Amended and Restated Monitoring
Agreement shall be terminated in connection with the payment of
such fee and the Company shall be prohibited from making any
further Restricted Payments pursuant to subsection 7.5(iv).”



          (iii) Section 7.5 is hereby further amended by deleting the “and” at the
conclusion of subsection 7.5(v), substituting “;” for the “.” at the conclusion
of subsection 7.5(vi) and adding the following subsections 7.5(vii) and (viii):




     “(vii) to redeem Exchange Notes and to pay any required
redemption premium, accrued but unpaid interest thereon and other
associated costs and expenses to the extent funded solely with
Equity Proceeds and proceeds from Indebtedness incurred pursuant
to the proviso to subsection 7.1(ix); and




     (viii) to exchange Series A Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock, including accrued
and unpaid dividends thereon and the payment of a redemption
premium as required by the terms thereof, for shares of common
stock of the Company.”



          (iv) Section 7.6 is hereby amended by replacing the table at the
conclusion of Section 7.6A with the following table:




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	Fiscal Quarter
	 	Ratio

	June 30, 2004
	 	 	6.95:1.0	 
	September 30, 2004
	 	 	5.95:1.0	 
	December 31, 2004
	 	 	5.75:1.0	 
	March 31, 2005
	 	 	5.50:1.0	 
	June 30, 2005
	 	 	5.00:1.0	 
	September 30, 2005
	 	 	5.00:1.0	 
	December 31, 2005
	 	 	4.75:1.0	 
	March 31, 2006
	 	 	4.75:1.0	 
	June 30, 2006
	 	 	4.75:1.0	 
	September 30, 2006 and the last day of each Fiscal
Quarter ending thereafter
	 	 	4.50:1.0	 







          (v) Section 7.6 is hereby amended by replacing the table at the conclusion
of Section 7.6B with the following table:



	 	 	 	 	 
	Fiscal Quarter
	 	Ratio

	June 30, 2004
	 	 	1.00:1.0	 
	September 30, 2004
	 	 	1.00:1.0	 
	December 31, 2004
	 	 	1.05:1.0	 
	March 31, 2005
	 	 	1.10:1.0	 
	June 30, 2005
	 	 	1.15:1.0	 
	September 30, 2005
	 	 	1.20:1.0	 
	December 31, 2005
	 	 	1.25:1.0	 
	March 31, 2006
	 	 	1.25:1.0	 
	June 30, 2006
	 	 	1.25:1.0	 
	September 30, 2006
	 	 	1.25:1.0	 
	December 31, 2006
	 	 	1.25:1.0	 







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	March 31, 2007
	 	 	1.25:1.0	 
	June 30, 2007
	 	 	1.25:1.0	 
	September 30, 2007 and the last day of each Fiscal
Quarter period thereafter
	 	 	1.25:1.0	 







          (vi) Section 7.6 is hereby amended by replacing the table at the
conclusion of Section 7.6C with the following table:



	 	 	 	 	 
	Fiscal Quarter
	 	Ratio

	June 30, 2004
	 	 	1.40:1.0	 
	September 30, 2004
	 	 	1.50:1.0	 
	December 31, 2004
	 	 	1.55:1.0	 
	March 31, 2005
	 	 	1.60:1.0	 
	June 30, 2005
	 	 	1.70:1.0	 
	September 30, 2005
	 	 	1.75:1.0	 
	December 31, 2005
	 	 	1.75:1.0	 
	March 31, 2006
	 	 	1.75:1.0	 
	June 30, 2006
	 	 	1.80:1.0	 
	September 30, 2006
	 	 	1.80:1.0	 
	December 31, 2006 and the last day of each Fiscal
Quarter period thereafter
	 	 	2.00:1.0	 







     D. Section 7.13B(i) is hereby amended by inserting the following prior to
the period at the end of the sentence:




“or preferred stock for which the Company has no obligation,
contingent or otherwise, to make cash dividends upon, purchase,
redeem, retire or otherwise acquire for value prior to six months
after the Term Loan Maturity Date”


SECTION 2. CONSENTS




     A. Amendment of Second Lien Credit Agreement.



          (i) Consent to Amendment. Subject to the terms of this First Amendment
and Consent, at the request of the Company, the Lenders party hereto hereby
consent to the amend-



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ments to the Second Lien Credit Agreement set forth in the form of Second
Lien First Amendment attached hereto as Annex A (the “Second Lien First
Amendment”).



          (ii) Instructions to Collateral Agent and Collateral Agent Consent.
Subject to the terms of this First Amendment and Consent, at the request of the
Company, (i) the Lenders party hereto hereby instruct the Collateral Agent to
consent to the Second Lien First Amendment and (ii) the Collateral Agent by
executing this First Amendment and Consent indicates its consent under Section
5.3(b) of the Intercreditor Agreement to the Second Lien First Amendment.


SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS




          The effectiveness of the amendments set forth in Section 1 and the
consents set forth in Section 2 hereof is subject to the satisfaction, or
waiver, of the following conditions on or before the date hereof (the “First
Amendment Effective Date”):




     (a) the Company, the Credit Support Parties and Requisite Lenders
shall have indicated their consent by the execution and delivery of the
signature pages hereof to the Administrative Agent;




     (b) the Company shall have paid to each Lender executing this First
Amendment and Consent on or prior to June 29, 2004 an amendment fee equal
to 0.075% of the aggregate of such Lender’s outstanding Loans and
Commitments;




     (c) the Company shall have paid all other fees and other amounts due
and payable by it under the Credit Agreement, including, to the extent
invoiced, reimbursement or other payment of all out-of-pocket expenses
required to be reimbursed or paid by the Company hereunder or under any
other Loan Document;




     (d) all conditions precedent to effectiveness of the Second Lien
First Amendment shall have been satisfied or waived in accordance with
the terms thereof; and




     (e) the IPO shall have been consummated.


SECTION 4. REPRESENTATIONS AND WARRANTIES




          A. Corporate Power and Authority. Each Loan Party has all requisite
corporate or partnership or limited liability company (as applicable) power and
authority to enter into this First Amendment and Consent and to perform its
obligations under the Credit Agreement and the other Loan Documents.



          B. Authorization of Agreements. The execution and delivery of this First
Amendment and Consent and the performance of its obligations under the Credit
Agreement and the other Loan Documents have been duly authorized by all
necessary corporate or partnership or limited liability company (as applicable)
action on the part of each Loan Party.



          C. No Conflict. The execution and delivery by each Loan Party of this
First Amendment and Consent and the performance by each Loan Party of its
obligations under the Credit Agreement and the other Loan Documents do not (i)
violate (A) any provision of any law,



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statute, rule or regulation, or of the certificate or articles of
incorporation or partnership agreement, other constitutive documents or by-laws
of each Loan Party or any of its Subsidiaries except to the extent such
violation would not reasonably be expected to have a Material Adverse Effect,
(B) any applicable order of any court or any rule, regulation or order of any
Governmental Authority except to the extent such violation would not reasonably
be expected to have a Material Adverse Effect or (C) any provision of any
indenture, certificate of designation for preferred stock, agreement or other
instrument to which each Loan Party or any of its Subsidiaries is a party or by
which any of them or any of their property is or may be bound except to the
extent such violation would not reasonably be expected to have a Material
Adverse Effect, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under any such
indenture, certificate of designation for preferred stock, agreement or other
instrument, where any such conflict, violation, breach or default referred to
in clause (i) or (ii) of this Section 4C, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect, (iii) result in
or require the creation or imposition of any Lien upon any of the properties or
assets of any Loan Party (other than any Liens created under any of the Loan
Documents in favor of Collateral Agent on behalf of Lenders and the Liens
securing obligations under the Second Lien Credit Agreement that constitute
Permitted Liens (including with respect to the Loan Parties’ obligations under
any Debt Issuance)), or (iv) require any approval of stockholders or partners
or any approval or consent of any Person under any Contractual Obligation of
any Loan Party, except for such approvals or consents which will be obtained on
or before the First Amendment Effective Date and except where the failure to
obtain such approvals and consents would not reasonably be expected to have a
Material Adverse Effect.



          D. Governmental Consents. No action, consent or approval of, registration
or filing with or any other action by any Governmental Authority is required in
connection with the execution and delivery by each Loan Party of this First
Amendment and Consent and the performance by each Loan Party of its obligations
under the Credit Agreement and the other Loan Documents, except for such
actions, consents, approvals and filings the failure to obtain or make which
would not reasonably be expected to result in a Material Adverse Effect or
which have been obtained or made and are in full force and effect.



          E. Binding Obligation. This First Amendment and Consent has been duly
executed and delivered by each Loan Party and is the legally valid and binding
obligation of each Loan Party enforceable against such Loan Party in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
creditors’ rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).



          F. Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 5 of the Credit
Agreement are true and correct in all material respects on and as of the First
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct in all
material respects on and as of such earlier date.



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          G. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this First
Amendment and Consent that would constitute an Event of Default or a Default.


SECTION 5. ACKNOWLEDGMENT AND CONSENT




          Certain Subsidiaries of Company have (i) guaranteed the Obligations and
(ii) created Liens in favor of Lenders on certain Collateral to secure its
obligations under the Credit Agreement and the Collateral Documents subject to
the terms and provisions of the Credit Agreement. The Subsidiaries of Company
who has guaranteed the Obligations together with the Company are collectively
referred to herein as the “Credit Support Parties”, and the Credit Agreement
and the Collateral Documents are collectively referred to herein as the “Credit
Support Documents”.



          Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this First Amendment and
Consent and consents to the amendment of the Credit Agreement and consents
effected pursuant to this First Amendment and Consent. Each Credit Support
Party hereby confirms that each Credit Support Document to which it is a party
or otherwise bound and all Collateral encumbered thereby will continue to
guarantee or secure, as the case may be, in accordance with the Credit Support
Documents the payment and performance of all “Obligations” under each of the
Credit Support Documents, as the case may be (in each case as such terms are
defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such “Obligations” under each of
the Credit Support Documents, as the case may be, in respect of the Obligations
of the Company now or hereafter existing under or in respect of the Credit
Agreement and hereby pledges and assigns to the Collateral Agent, and grants to
the Collateral Agent a continuing lien on and security interest in and to all
Collateral as collateral security for the prompt payment and performance in
full when due of the “Obligations” under each of the Credit Support Documents
to which it is a party (whether at stated maturity, by acceleration or
otherwise).



          Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this First Amendment and Consent. Each Credit Support Party
represents and warrants that all representations and warranties contained in
the Credit Agreement, this First Amendment and Consent and the Credit Support
Documents to which it is a party or otherwise bound are true and correct in all
material respects on and as of the First Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such
earlier date.



          Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this First Amendment and Consent,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this First Amendment and Consent and (ii) nothing in the
Credit Agreement, this First Amendment and Consent or any



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other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future amendments to the Credit Agreement.


SECTION 6. MISCELLANEOUS




          A. Binding Effect. This First Amendment and Consent shall be binding upon
the parties hereto and their respective successors and assigns and shall inure
to the benefit of the parties hereto and the successors and assigns of Lenders.
No Loan Party’s rights or obligations hereunder or any interest therein may be
assigned or delegated by any Loan Party without the prior written consent of
all Lenders.



          B. Severability. In case any provision in or obligation hereunder shall
be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.



          C. Reference to Credit Agreement. On and after the First Amendment
Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended by this First Amendment and Consent.



          D. Effect on Credit Agreement. Except as specifically amended in Section
1 of this First Amendment and Consent, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
confirmed.



          E. Execution. The execution, delivery and performance of this First
Amendment and Consent shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Loan Documents.



          F. Headings. Section headings herein are included herein for convenience
of reference only and shall not constitute a part hereof for any other purpose
or be given any substantive effect.



          G. APPLICABLE LAW. THIS FIRST AMENDMENT AND CONSENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



          H. Counterparts. This First Amendment and Consent may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument. As set forth herein, this First Amendment and Consent
shall become effective upon the execution of a counterpart hereof by each of
the parties hereto and receipt by the Company and the Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.



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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
and Consent to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.



	 	 	 	 	 	 	 
	 	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald C. Mueller



	

	 	 	 	Name:

Title:
	 	Donald C. Mueller

Vice President, Treasurer and
Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	The Guarantor Subsidiaries:

Bostrom Holdings, Inc.

JAII Management Company

Imperial Group Holding Corp. –1

Imperial Group Holding Corp. –2

Truck Components, Inc.

Gunite Corporation

Gunite EMI Corporation

Brillion Iron Works, Inc.

Fabco Automotive Corporation

Bostrom Seating, Inc.

Bostrom Specialty Seating, Inc.

Imperial Group, L.P.

by Imperial Group Holdings Corp.-1,

its General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth M. Tallering



	

	 	 	 	Name:

Title:
	 	Kenneth M. Tallering

Secretary







 









 





	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,

through its Cayman Islands Branch, as

Joint Lead Arranger, Administrative Agent,

Collateral Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert Hetu



	

	 	 	 	Name:

Title:
	 	Robert Hetu

Director
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Vanessa Gomez



	

	 	 	 	Name:

Title:
	 	Vanessa Gomez

Associate
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,

through its Cayman Islands Branch,

as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert Hetu



	

	 	 	 	Name:

Title:
	 	Robert Hetu

Director
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Vanessa Gomez



	

	 	 	 	Name:

Title:
	 	Vanessa Gomez

Associate







 









 





	 	 	 	 	 	 	 
	 	 	By:	 	David L. Babson & Company Inc.
	 
	 	 	 	 	 	 
	 	 	as Collateral Manager on behalf of the Investment

funds under its management as listed below.
	 
	 	 	 	 	 	 
	 	 	•

•

•

•

•

•	 	ELC (Cayman) Ltd. 1999-II

ELC (Cayman) Ltd. 1999-III

ELC (Cayman) Ltd. 2000-I

TYRON CLO Ltd. 2000-I

BABSON CLO LTD. 2004-I

SEABOARD CLO 2000-I Ltd.
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Russell Morrison



	

	 	 	 	 	 	Name:   Russell Morrison

Title:   Managing Director
	 
	 	 	 	 	 	 
	 	 	PERSEUS CDO I, LIMITED
	 
	 	 	 	 	 	 
	 	 	By:	 	David L. Babson & Company Inc.

under delegated authority from

Massachusetts Mutual Life Insurance

Company as Portfolio Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Russell Morrison



Name:    Russell Morrison

Title:    Managing Director







 









 





	 	 	 	 	 
	 	 	REGIMENT CAPITAL, LTD
	 
	 	 	 	 
	

	 	By:
	 	Regiment Capital Management, LLC

as its Investment Advisor
	 
	 	 	 	 
	

	 	By:
	 	Regiment Capital Advisors, LLC

its Manager and pursuant to delegated authority
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Timothy S. Peterson



	

	 	 	 	Name:   Timothy S. Peterson

Title:   President







 









 





	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC., 
as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Francis Chang



Name:   Francis Chang

Title:   Authorized Signatory







 









 





	 	 	 	 	 
	 	 	Archimedes Funding III, Ltd.
	 
	 	 	 	 
	

	 	By:
	 	ING Capital Advisors LLC,

as Collateral Manager, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip C. Robbins



	

	 	 	 	Name: Philip C. Robbins

Title: Director
	 
	 	 	 	 
	 	 	Archimedes Funding IV (Cayman), Ltd.
	 
	 	 	 	 
	

	 	By:
	 	ING Capital Advisors LLC,

as Collateral Manager, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip C. Robbins



	

	 	 	 	Name: Philip C. Robbins

Title: Director
	 
	 	 	 	 
	 	 	Nemean CLO, Ltd.
	 
	 	 	 	 
	

	 	By:
	 	ING Capital Advisors LLC,

as Investment Manager, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip C. Robbins



	

	 	 	 	Name: Philip C. Robbins

Title: Director
	 
	 	 	 	 
	 	 	Sequils-ING I (HBDGM), Ltd.
	 
	 	 	 	 
	

	 	By:
	 	ING Capital Advisors LLC,

as Collateral Manager, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip C. Robbins



	

	 	 	 	Name: Philip C. Robbins

Title: Director







 









 





	 	 	 	 	 
	 	 	Oryx CLO, Ltd.
	 
	 	 	 	 
	

	 	By:
	 	ING Capital Advisors LLC,

as Collateral Manager, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Philip C. Robbins



	

	 	 	 	Name: Philip C. Robbins

Title: Director







 









 





	 	 	 	 	 
	 	 	AURUM CLO 2002-1 LTD.
	 
	 	 	 	 
	

	 	By:
	 	Columbia Management Advisors, Inc.

(f/k/a Stein Roe & Farnham Incorporated),

As Investment Manager
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Thomas R. Bouchard



	

	 	 	 	Name: Thomas R. Bouchard

Title: Vice President







 









 





	 	 	 	 	 
	 	 	SunAmerica Life Insurance Company
	 
	 	 	 	 
	

	 	By:
	 	AIG Global Investment Corp.,

as Investment Advisory
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh



	

	 	 	 	Name: Steven S. Oh

Title: Managing Director







 









 





	 	 	 	 	 
	 	 	Galaxy CLO 1999-1, Ltd.
	 
	 	 	 	 
	

	 	By:
	 	AIG Global Investment Corp., as

Collateral Manager
	 
	 	 	 	 
	 	 	as Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh



	

	 	 	 	Name: Steven S. Oh

Title: Managing Director







 









 





	 	 	 	 	 
	 	 	Galaxy CLO 2003-1, Ltd.
	 
	 	 	 	 
	

	 	By:
	 	AIG Global Investment Corp., as

Investment Advisor
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh


Name: Steven S. Oh

Title: Managing Director







 









 





	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-1 LTD.
	 
	 	 	 	 
	

	 	By:
	 	Gulf Stream Asset Management LLC

As Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Barry K. Love



	

	 	 	 	Name: Barry K. Love

Title: Chief Credit Officer







 









 





	 	 	 	 	 
	 	 	The Foothill Group, Inc.,
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jeff Ovilcara



	

	 	 	 	Name: Jeff Ovilcara

Title: Executive Vice President







 









 





	 	 	 	 	 
	 	 	DIAMOND SPRINGS TRADING LLC,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes



	

	 	 	 	Name: Diana M. Himes

Title: Assistant Vice President







 









 





	 	 	 	 	 
	 	 	PPM SPYGLASS FUNDING TRUST,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes
	

	 	 	 	
 
	

	 	 	 	Name: Diana M. Himes

Title: Authorized Agent







 









 





	 	 	 	 	 
	 	 	SRF 2000, INC.,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes
	

	 	 	 	
 
	

	 	 	 	Name: Diana M. Himes

Title: Assistant Vice President







 









 





	 	 	 	 	 
	 	 	RIVIERA FUNDING LLC,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes
	

	 	 	 	
 
	

	 	 	 	Name: Diana M. Himes

Title: Assistant Vice President







 









 





	 	 	 	 	 
	 	 	ING PRIME RATE TRUST
	 
	 	 	 	 
	

	 	By:
	 	Aeltus Investment Management, Inc.,

as its investment manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mark F. Haak
	

	 	 	 	
 
	

	 	 	 	Name: Mark F. Haak, OFA

Title: Vice President







 









 





	 	 	 	 	 
	 	 	ING SENIOR INCOME FUND
	 
	 	 	 	 
	

	 	By:
	 	Aeltus Investment Management, Inc.,

as its investment manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mark F. Haak
	

	 	 	 	
 
	

	 	 	 	Name: Mark F. Haak, OFA

Title: Vice President







 









 





	 	 	 	 	 
	 	 	KZH SOLEIL LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Hi Hua
	

	 	 	 	
 
	

	 	 	 	Name: Hi Hua

Title: Authorized Agent







 









 





	 	 	 	 	 
	 	 	KZH SOLEIL-2 LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Hi Hua
	

	 	 	 	
 
	

	 	 	 	Name: Hi Hua

Title: Authorized Agent







 









 





	 	 	 	 	 
	 	 	NOMURA BOND & LOAN,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elizabeth MacLean
	

	 	 	 	
 
	

	 	 	 	Name: Elizabeth MacLean

Title: Director
	 
	 	 	 	 
	

	 	By:
	 	UFJ Trust Bank Limited

as Trustee
	 
	 	 	 	 
	

	 	By:
	 	Nomura Corporate Research and

Asset Management Inc.

Attorney in Fact







 









 






	 	 	 	 	 
	 	 	CLYDESDALE CLO 2001-1, LTD,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elizabeth MacLean
	

	 	 	 	
 
	

	 	 	 	Name: Elizabeth MacLean

Title    Director
	 
	 	 	 	 
	 	 	NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS COLLATERAL MANAGER






 









 





	 	 	 	 	 
	 	 	CLYDESDALE CLO 2003-1, LTD,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Elizabeth MacLean
	

	 	 	 	
 
	

	 	 	 	Name: Elizabeth MacLean

Title: Director
	 
	 	 	 	 
	 	 	NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS AGENT







 









 





	 	 	 	 	 
	 	 	Carlyle High Yield Partners VI, Ltd.,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mark Alter
	

	 	 	 	
 
	

	 	 	 	Name: Mark Alter

Title: Managing Director







 









 





	 	 	 	 	 
	 	 	Carlyle Loan Opportunity Fund,

as a Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mark Alter
	

	 	 	 	
 
	

	 	 	 	Name: Mark Alter

Title: Managing Director








 










 





	 	 	 	 	 
	 	Carlyle High Yield Partners IV, Ltd.,

as a Lender

 	 
	 	By:  	/s/ Mark Alter
 	 
	 	 	Name:  	Mark Alter 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Carlyle High Yield Partners III, Ltd.,

as a Lender

 	 
	 	By:  	/s/ Mark Alter
 	 
	 	 	Name:  	Mark Alter 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Carlyle High Yield Partners II, Ltd.,

as a Lender

 	 
	 	By:  	/s/ Mark Alter
 	 
	 	 	Name:  	Mark Alter 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Carlyle High Yield Partners, L.P.,

as a Lender

 	 
	 	By:  	/s/ Mark Alter
 	 
	 	 	Name:  	Mark Alter 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	SANKATY ADVISORS, LLC, AS COLLATERAL

MANAGER FOR PROSPECT FUNDING I, LLC, AS

TERM LENDER



as a Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for Castle Hill III CLO, Limited,

as Term Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for Castle Hill II-INGOTS, Ltd., as

Term Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for Race Point CLO, Limited, as

Term Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for AVERY POINT CLO, LTD., as Term

Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for Great Point CLO 1999-1 LTD., as

Term Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC, as Collateral

Manager for Race Point II CLO, Limited, as

Term Lender

 	 
	 	By:  	/s/ Diane Exter
 	 
	 	 	Name:  	Diane Exter 	 
	 	 	Title:  	Managing Director/Portfolio
Manager 	 
	 




 









 





	 	 	 	 	 
	 	Monument Capital Ltd., as Assignee

 	 
	 	By:  	Alliance Capital Management L.P., as	 
	 	 	Investment Manager 	 
	 
	 	 	 
	 	By:  	Alliance Capital Management 	 
	 	 	Corporation, as General Partner 	 
	 
	 	 	 
	 	By:  	                     /s/ Nantha Suppiah
 	 
	 	 	Name:  	Nantha Suppiah 	 
	 	 	Title:  	Vice President 	 
	 
	 	NEW ALLIANCE GLOBAL CDO, LIMITED

 	 
	 	By:  	Alliance Capital Management L.P., as 	 
	 	 	Sub-advisor 	 
	 
	 	 	 
	 	By:  	Alliance Capital Management 	 
	 	 	Corporation, as General Partner 	 
	 
	 	 	 
	 	By:  	                     /s/ Nantha Suppiah
 	 
	 	 	Name:  	Nantha Suppiah 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	HARBOUR TOWN FUNDING LLC,

as a Lender

 	 
	 	By:  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	COLUMBIA FLOATING RATE ADVANTAGE FUND

 	 
	 	By:  	Highland Capital Management, L.P., its 	 
	 	 	Investment Advisor 	 
	 
	 	as a Lender

 	 
	 	By:  	/s/ Todd Travers
 	 
	 	 	Name:  	Todd Travers 	 
	 	 	Title:  	Senior Portfolio Manager
Highland Capital Management, L.P. 	 
	 




 









 





	 	 	 	 	 
	 	COLUMBIA FLOATING RATE LIMITED LIABILITY

COMPANY

 	 
	 	By:  	Highland Capital Management, L.P., its 	 
	 	 	Investment Advisor 	 
	 
	 	as a Lender

 	 
	 	By:  	/s/ Todd Travers
 	 
	 	 	Name:  	Todd Travers 	 
	 	 	Title:  	Senior Portfolio Manager

Highland Capital Management, L.P. 	 
	 




 









 





	 	 	 	 	 
	 	LOAN FUNDING IV LLC

 	 
	 	By:  	Highland Capital Management, L.P. As 	 
	 	 	Portfolio Manager 	 
	 
	 	as a Lender

 	 
	 	By:  	/s/ Todd Travers
 	 
	 	 	Name:  	Todd Travers 	 
	 	 	Title:  	Senior Portfolio Manager
Highland Capital Management, L.P. 	 
	 




 









 





	 	 	 	 	 
	 	LOAN FUNDING VII LLC

 	 
	 	By:  	Highland Capital Management, L.P.
As Collateral Manager
 	 
	 	 	 	 
	 	as a Lender 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Todd Travers
 	 
	 	 	Name:  	Todd Travers 	 
	 	 	Title:  	Senior Portfolio Manager

Highland Capital Management, L.P. 	 
	 




 









 





	 	 	 	 	 
	 	AIMCO CLO SERIES 2001-A



as a Lender

 	 
	 	By:  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	           /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	AIMCO CDO Series 2000-A



as a Lender

 	 
	 	By:  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	           /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	ALLSTATE LIFE INSURANCE COMPANY



as a Lender

 	 
	 	By:  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	         /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	Emerald Orchard Limited,



as a Lender

 	 
	 	By:  	/s/ Gwen Zirkle
 	 
	 	 	Name:  	Gwen Zirkle 	 
	 	 	Title:  	Attorney in Fact 	 
	 




 









 





	 	 	 	 	 
	 	Wachovia Bank, National Association,



as a Lender

 	 
	 	By:  	/s/ Colleen McCullum
 	 
	 	 	Name:  	Colleen McCullum 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	ARES III CLO Ltd.

 	 
	 	By:  	ARES CLO Management LLC
 	 
	 
	 	Its: Investment Manager

 	 
	 	By:  	                 /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title             Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Area VII CLO Ltd.

 	 
	 	By:  	Ares CLO Management VII, L.P.,
Investment Manager
 	 
	 	 	 
	 	By:  	                Ares CLO GP VII, LLC,
 	 
	 
	 	Its: General Partner

 	 
	 	By:  	                /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Ares VIII CLO Ltd.

 	 
	 	By:  	Ares CLO Management VIII, L.P.,
 	 
	 
	 	Its: Investment Manager

 	 
	 	By:  	               Ares CLO GP VIII, LLC,

 	 
	 	Its: General Partner

 	 
	 	By:  	               /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Hanover Square CLO Ltd.

 	 
	 	By:  	Blackstone Debt Advisors L.P.
As Collateral Manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	as a Lender

 	 
	 	By:  	/s/ Dean Criares
 	 
	 	 	Name:  	Dean Criares 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Union Square CDO Ltd.

 	 
	 	By:  	Blackstone Debt Advisors L.P.
As Collateral Manager
 	 
	 	 	 	 
	 	 	 	 
	 
	 	as a Lender

 	 
	 	By:  	/s/ Dean Criares
 	 
	 	 	Name:  	Dean Criares 	 
	 	 	Title:  	Managing Director